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SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended May 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 0-9061
 ELECTRO RENT CORPORATION
  CALIFORNIA
    
    95-2412961(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 
 (818) 786-2525
 None
 Common Stock
without par value
 þ o
 o
 þ o
 $298,008,667
 25,103,241 shares




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TABLE OF CONTENTS  PART IItem 1. Business.Item 2. Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.PART IIItem 5. Market for the Registrants Common Equity and Related Stockholder Matters.Item 6. Selected Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7A. Quantitative and Qualitative Disclosures About Market Risks.Item 8. Financial Statements and Supplementary Data.Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.PART IIIItem 10. Directors and Executive Officers of the Registrant.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 13. Certain Relationships and Related Transactions.Item 14. Principal Accountant Fees and Services.PART IVItem 15. Exhibits, Financial Statement Schedules.Exhibit IndexSIGNATURESEXHIBIT 22EXHIBIT 23.AEXHIBIT 31.AEXHIBIT 31.BEXHIBIT 32.AEXHIBIT 32.BEXHIBIT 99.A    Table of Contents  DOCUMENTS INCORPORATED BY REFERENCE
 1.
    
    Inside front cover and pages 10-18 and 19-35 of the Annual Report to Security Holders
for the fiscal year ended May 31, 2005 (the 2005 Annual Report) are incorporated by
reference in this Form 10-K Annual Report.2.
    
    Proxy Statement for the Annual Meeting of Shareholders to be held on October 6, 2005
(the 2005 Proxy Statement).
 CROSS REFERENCE SHEET
 
 PART II
 Caption and ReferenceForm 10-K Item
    
    in 2005 Annual ReportNumber and Caption
    
    or 2005 Proxy Statement5.
    
    Market for the Registrants Common Equity and
Related Stockholder Matters
    
    Annual Report page 356.
    
    Selected Financial Data
    
    Annual Report inside front cover7.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    Annual Report pages 10-188.
    
    Financial Statements and Supplementary Data
    
    Annual Report pages 19-34PART III10.
    
    Directors and Executive Officers of the Registrant
    
    Proxy Statement pages 4-511.
    
    Executive Compensation
    
    Proxy Statement pages 10-1712.
    
    Security Ownership of Certain Beneficial Owners
and Management
    
    Proxy Statement pages 3-413.
    
    Certain Relationships and Related Transactions
    
    Proxy Statement page 10




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PART I
   
 Item 1 Business
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§
    
    The acquisition cost for Electro Rent;§
    
    Our estimates of current and future market demand for rentals;§
    
    Our estimates of current and future supply of product;§
    
    The book value of the product after depreciation and other impairment;§
    
    Our estimates of the effect of interest rates on rental and leasing fees as well
as capital financing; and§
    
    Our estimates of the potential current and future sale prices.
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Item 2. Properties
      
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for the Registrants Common Equity and Related Stockholder Matters
   
 Item 6. Selected Financial Data
  3




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risks.
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
   Managements Report on Internal Control Over Financial Reporting
  Changes in Internal Control over Financial Reporting
  Inherent Limitations on Effectiveness of Controls
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   Internal ControlIntegrated Framework
    Internal ControlIntegrated Framework Internal ControlIntegrated Framework
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PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  
 Item 11 Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
 Item 13. Certain Relationships and Related Transactions
  
 Item 14. Principal Accountant Fees and Services
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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
  2005 AnnualReportItem
    
    Page Number1.
    
    Financial StatementsConsolidated Statements of Operations for each of the
three years in the period ended May 31, 2005
    
    
    19Consolidated Balance Sheets at May 31, 2005 and 2004
    
    
    20Consolidated Statements of Shareholders Equity for
each of the three years in the period ended May 31,
2005
    
    
    21Consolidated Statements of Cash Flows for each of the
three years in the period ended May 31, 2005
    
    
    22Notes to Consolidated Financial Statements
    
    
    23-33Report of Independent Registered Public Accounting Firm
    
    
    34
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Exhibits listed by numbers corresponding to Exhibit Table of Item 601 of Regulation
S-K
 
 Exhibit Index
  ExhibitNumber
    
    Document Description(3)
    
    Articles of Incorporation (Restated) and bylaws are incorporated by reference to
Exhibits 1.2 and 6.1, respectively, of Registration Statement (Form S-14), File No.
2-63532. A copy of the Restated Articles of Incorporation and the Certificate of
Amendment of Restated Articles of Incorporation filed October 24, 1988 are incorporated
by reference to Exhibit (3) to the Annual Report (Form 10-K) for the fiscal year ended
May 31, 1989. A copy of the Certificate of Amendment of Restated Articles of
Incorporation filed October 15, 1997 is filed as Exhibit (3) to the Annual Report (Form
10-K) for the fiscal year ended May 31, 1999. A copy of the amendment to the bylaws
adopted October 6, 1994 is incorporated by reference to the Annual Report (Form 10-K)
for the fiscal year ended May 31, 1995. A copy of the amendment to the bylaws adopted
November 15, 1996 is incorporated by reference to Exhibit (3) of the Annual Report (Form
10-K) for the fiscal year ended May 31, 1997.

(10)(A)(1)
    
    The Electro Rent Corporation Employee Stock Ownership And Savings Plan, June 1, 1985
Restatement, and the Electro Rent Corporation Employee Stock Ownership And Savings Plan
Trust Agreement, are incorporated by reference to Exhibits 10(A)-(1) and 10(A)-(2) of
the Registrants Annual Report (Form 10-K) for the fiscal year ended May 31, 1985. A
copy of Amendment No. One to the Restated ESOP is incorporated by reference to Exhibit
(10)(A) of Registrants Annual Report (Form 10-K) for the fiscal year ended May 31,
1987.*(10)(A)(2)
    
    A copy of the Electro Rent Corporation Employee Stock Ownership And Savings Plan,
Restated As Of June 1, 1989 is incorporated by reference to Exhibit (10)(A) of the
Annual Report (Form 10-K) for the fiscal year ended May 31, 1989.*(10)(A)(3)
    
    Copies of the following documents amending and supplementing the ESOSP and ESOP as
heretofore amended are incorporated by reference to Exhibit (10)(A)-(1) to (7) of the
Annual Report (Form 10-K) for the fiscal year ended May 31, 1995:(10)(A)(4)
    
    Adoption Agreement For The Vanguard Prototype 401(K) Savings Plan dated August 1, 1994.*(10)(A)(5)
    
    Electro Rent Corporation Savings Plan Trust Agreement dated September 1, 1994.*(10)(A)(6)
    
    Electro Rent Savings Plan Supplement To The Vanguard Prototype 401(K) Savings Plan
Adoption Agreement dated September 24, 1994.*(10)(A)(7)
    
    Second Amendment To Electro Rent Corporation Employee Stock Ownership & Savings Plan
(Restated As Of June 1, 1989) dated as of June 1, 1991*(10)(A)(8)
    
    Third Amendment To Electro Rent Corporation Employee Stock Ownership And Savings Plan
(Restated As Of June 1, 1989) dated June 15, 1994*(10)(A)(9)
    
    Fourth Amendment To Electro Rent Corporation Savings Plan (Restated As Of June 1, 1989)
dated September 1, 1994*(10)(A)(10)
    
    Electro Rent Corporation Employee Stock Ownership Plan Trust Agreement dated
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ExhibitNumber
    
    Document DescriptionSeptember 1, 1994.*(10)(A)(11)
    
    A copy of the GE Rentals Supplement to the Vanguard Prototype 401(k) Savings Plan
Adoption Agreement adopted October 10, 1997 is incorporated by reference to Exhibit
10(A) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1998.*(10)(C)
    
    A copy of the Electro Rent Corporation Supplemental Retirement Plan is incorporated by
reference to Exhibit (10)(C) of Registrants Annual Report (Form 10-K) for the fiscal
year ended May 31, 1987.*(10)(D)(1)
    
    The Executive Employment Agreement between the Company and Daniel Greenberg, Chairman of
the Board of Directors and Chief Executive Officer, originally entered into December 15,
1986 and amended November 22, 1988 by Amendment No. One To Executive Employment
Agreement, as further amended and restated as of July 15, 1992. A copy of the Executive
Employment Agreement (Amended And Restated as of July 15, 1992), and as further amended
as of October 2001) is incorporated by reference to Exhibit (10)(D)-(1) of Registrants
Annual Report (Form 10-K) for the fiscal year ended May 31, 1993. A copy of Amendment
No. 1 to the Amended and Restated Executive Employment Agreement, dated October 12, 2001
is incorporated by reference to Exhibit 10(D)-(1) of Registrants Annual Report (Form
10-K) for the fiscal year ended May 31, 2003.*(10)(D)(2)
    
    The Executive Employment Agreement between the Company and William Weitzman, President
and Chief Operating Officer, originally entered into December 15, 1986 and amended
November 22, 1988 by Amendment No. One To Executive Employment Agreement, as further
amended and restated as of July 15, 1992 and amended by Amendment No. 1 to the Amended
and Restated Executive Employment Agreement, dated October 12, 2001. A copy of
Executive Employment Agreement (Amended And Restated as of July 15, 1992, and as further
amended as of October 2001) is incorporated by reference to Exhibit (10)(D)-(1) of
Registrants Annual Report (Form 10-K) for the fiscal year ended May 31, 1993. A copy
of Amendment No. 1 to the Amended and Restated Executive Employment Agreement, dated
October 12, 2001 is incorporated by reference to Exhibit 10(D)(2) of the Registrants
Annual Report (Form 10-K) for the fiscal year ended May 31, 2002.*(10)(D)(3)
    
    Letter setting forth terms of retirement of William Weitzman, President and Chief
Operating Officer, a copy of which is incorporated by reference to Exhibit 10(D)(3) of
the Registrants Current Report on Form 8-K for events occurring October 9, 2003.(10)(E)(1)
    
    A copy of the Electro Rent Corporation 1990 Stock Option Plan, the Electro Rent
Corporation Stock Option Agreement (Incentive Stock Option) and the Electro Rent
Corporation Stock Option Agreement (Nonstatutory Option) are incorporated by reference
to Exhibits (10)(E)-(1), (10)(E)-(2) and (10)(E)-(3), respectively to the Annual Report
(Form 10-K) for the fiscal year ended May 31, 1990. A copy of Amendment Number One To
Electro Rent Corporation 1990 Stock Option Plan adopted October 3, 1991 is incorporated
by reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1992. A copy of Amendment Number Two To Electro Rent Corporation 1990
Stock Option Plan adopted April 11, 1995 is incorporated by reference to Exhibit (10)(E)
of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1995.*(10)(E)(2)
    
    A copy of the Electro Rent Corporation 1996 Stock Option Plan, the Electro Rent
Corporation Stock Option Agreement (Incentive Stock Options) and the Electro Rent
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ExhibitNumber
    
    Document DescriptionCorporation Stock Option Agreement (Nonstatutory Stock Options) are incorporated by
reference to Exhibits (10)(E)-(1), (2) and (3) respectively to the Annual Report (Form
10-K) for the fiscal year ended May 31, 1996. A copy of Amendment Number One To Electro
Rent Corporation 1996 Stock Option Plan adopted November 1, 1996 is incorporated by
reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended
May 31, 1998.*(10)(E)(3)
    
    A copy of the Electro Rent Corporation 1996 Director Option Plan and the Electro Rent
Corporation Stock Option Agreement for the 1996 Director Option Plan are incorporated by
reference to Exhibits (10)(E)-(4) and (5) respectively to the Annual Report (Form 10-K)
for the fiscal year ended May 31, 1996.(10)(E)(4)
    
    Electro Rent Corporation 1996 Director Option Plan Amendment No. One is incorporated by
reference to Exhibit (10)(E) to the Annual Report (Form 10-K) for the fiscal year ended
May 31, 2001.10(E)(5)
    
    A copy of the Electro Rent Corporation 2002 Employee Stock Option Plan, the Electro Rent
Corporation Stock Option Agreement (Incentive Stock Options) and the Electro Rent
Corporation Stock Option Agreement (Nonstatutory Stock Options) is incorporated by
reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended
May 31, 2002.(11)
    
    Statement re computation of per share earnings is incorporated by reference to the 2005
Annual Report, page 29.(13)
    
    2005 Annual Report. Only those portions of the 2005 Annual Report expressly
incorporated hereby by reference are deemed filed.(21)
    
    Subsidiaries of the
Registrant.
 
    
    Genstar Rental Electronics, Inc., a Canadian corporation
    
    ER International, Inc., a Delaware corporation
    
    Electro Rent Asia, Inc., a California corporation
    
    Electro Rent (Tianjin) Rental Co., Ltd., a Chinese wholly foreign-owned
enterprise
 (22)
    
    Inside front cover and pages 10-18
and 19-35 of the 2005 Annual Report are appended
hereto as Exhibit 22 hereof and are being electronically filed with this Form 10-K
Annual Report.(23)(A)
    
    Consent of Deloitte & Touche LLP, the Companys independent registered public accounting
firm.(31)(A)
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer(31)(B)
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer(32)(A)
    
    Section 1350 Certification by Principal Executive Officer(32)(B)
    
    Section 1350 Certification by Chief Financial Officer(99)(A)
    
    Risk Factors
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Schedule of Financial Statements Required by Regulation S-X, which is excluded from the
2005 Annual Report by Rule 14a-3(b) (1)
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SIGNATURES
  Electro Rent CorporationDated: August 12, 2005.
    
    By
    
    /s/ Daniel GreenbergDaniel GreenbergChief Executive Officer and Director
  SIGNATURE
    
    TITLE
    
    DATE/s/ Daniel Greenberg
    
    Chairman of the Board and
    
    August 12, 2005Daniel Greenberg
    
    Chief Executive Officer/s/ Craig R. Jones
    
    Chief Financial Officer
    
    August 12, 2005Craig R. Jones/s/ Gerald D. Barrone
    
    Director
    
    August 12, 2005Gerald D. Barrone/s/ Nancy Y. Bekavac
    
    Director
    
    August 12, 2005Nancy Y. BekavacDirector
    
    August   , 2005Karen J. Curtin/s/ Joseph J. Kearns
    
    Director
    
    August 12, 2005Joseph J. Kearns/s/ S. Lee Kling
    
    Director
    
    August 12, 2005S. Lee Kling/s/James S. Pignatelli
    
    Director
    
    August 12, 2005James S. Pignatelli